1
EXHIBIT 10.21
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
BIORELIANCE CORPORATION
AND
XXXXXXX X. XXXXXXX, PH.D.
THIS AGREEMENT is entered into as of the 2nd day of December, 1997 by
and between BioReliance Corporation ("BioReliance" or the "Corporation"), a
Delaware Corporation, with principal offices located at 0000 Xxxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxx 00000, X.X.X., and Xxxxxxx X. Xxxxxxx, Ph.D. ("Xx.
Xxxxxxx"), North Potomac, Maryland.
WITNESSETH
WHEREAS, BioReliance has established a corporate Scientific Advisory
Board ("SAB") to explore the current and future scientific direction of the
Corporation; and
WHEREAS, BioReliance has determined that SAB membership should be
comprised of non-employee scientific advisors; and
WHEREAS, BioReliance desires to have Xx. Xxxxxxx join the SAB as a
non-employee scientific advisor; and
WHEREAS, Xx. Xxxxxxx desires to join the SAB as a non-employee
scientific advisor;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Xx. Xxxxxxx and BioReliance agree as follows:
1. SCOPE OF WORK
Subject to the terms and conditions hereinafter provided, BioReliance
engages Xx. Xxxxxxx for the furnishing of professional services in support of
the BioReliance SAB. These services shall include, but not be limited to:
a. Evaluation of current scientific issues of interest to
BioReliance.
b. Assisting in the development of BioReliance's long-range
plans.
c. Reviewing and evaluating the strategic growth plans of
BioReliance.
d. Assisting in the establishment of BioReliance's future
scientific direction.
2
e. Attending periodic SAB meetings.
Xx. Xxxxxxx will exercise his best efforts in providing BioReliance these
services.
2. PERIOD OF PERFORMANCE
This Agreement shall commence on January 1, 1998 and shall terminate on
December 31, 2001, unless extended by mutual agreement.
3. CONSIDERATION AND PAYMENT TERMS
As compensation for the services provided hereunder, from and after
January 1, 2000, BioReliance shall pay Xx. Xxxxxxx the following:
a. An annual fee of two thousand dollars ($2,000) to be paid in
January of each year of service (the "Annual Fee").
b. A fee of one thousand five hundred dollars ($1,500) per SAB
meeting attended (the "Attendance Fee").
As further incentive to Xx. Xxxxxxx to exercise his best efforts, from
and after January 1, 2000 Xx. Xxxxxxx shall be granted an option for 500 shares
annually (the "Annual Grant") on the first business day on or after January 1 of
each calendar year that the 1997 Incentive Plan is in effect, provided that Xx.
Xxxxxxx is a member of the Scientific Advisory Board on that date.
4. SPECIAL CONSIDERATIONS
BioReliance has agreed to accelerate the vesting of Xx. Xxxxxxx'x
options as set forth below:
Unvested Options for 1,000 shares of the Common Stock of the Company at
an option price of $0.5625 of granted under the1994 MAGENTA Incentive Stock
Option (the "MAGENTA Plan") Plan shall be exercisable as of December 31, 1997.
Any vested options held by Xx. Xxxxxxx must be exercised within 90 days after
the effective date of Xx. Xxxxxxx'x termination of employment with the Company.
The remainder of Xx. Xxxxxxx'x unvested options shall terminate as
provided in the Plan. Xx. Xxxxxxx vested options shall be governed by the
MAGENTA Plan.
In consideration of the accelerated vesting described above, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Xx. Xxxxxxx agrees to waive the payment by BioReliance of
the Annual Fee and the Attendance Fee for calendar years 1998 and 1999. He also
agrees to waive the initial grant of options for SAB members, and the annual
grant of options for calendar year 1999. If he is a member of the SAB on January
1, 2000, Xx. Xxxxxxx shall be
- 2 -
3
entitled to receive the Annual Fee, the Attendance Fee and the Annual Grant in
accordance with Paragraph 3 hereof. Xx. Xxxxxxx acknowledges that he voluntary
resigned from the Company and, except as set forth in the paragraph 4 of this
Agreement and except for the payment of his 1997 bonus at the rate of 10%, he
has no right or entitlement to any separation payment and benefits, including
accelerated vesting of any stock options, or to a separation allowance in any
particular amount. In consideration of the benefits set forth above, Xx. Xxxxxxx
hereby releases and discharges the Company, it agents, employees, successors,
assigns, corporate parent, affiliates, officers, and directors, and each of
them, from any and all real or pretended claims, demands, rights, liabilities,
damages, injuries or causes of action whatsoever, known or unknown, including
but not limited to, claims and demands relating to salary, compensation, pension
or retirement plans (except as to rights which already may have vested, which
rights are specifically reserved hereunder), bonuses, incentive compensation,
commissions of any other form of compensation or perquisite, personal injury,
bodily injury, defamation, unlawful interference with contract rights or
business advantage, and any or all claims which he even had or now has directly
or indirectly, arising out of his employment relationship with BioReliance or
the ending of that employment relationship with BioReliance, and all said
rights, actions, claims, demands, judgments, and executions are hereby satisfied
in full, terminated and forever discharged.
By granting this release, Xx. Xxxxxxx acknowledges that this Agreement in no way
constitutes an admission by the Corporation of any violation of law, breach of
contract or any wrongdoing whatsoever towards him.
5. BIORELIANCE DESIGNATED REPRESENTATIVES
Xx. Xxxxxxx shall report to and receive direction from the BioReliance
Science Council, which will act through its Chairperson in most situations, or
from the BioReliance President and CEO, or other individuals designated by
BioReliance from time to time. Members of the BioReliance Science Council
presently are as follows:
Xxxx X. XxXxxxxx, Ph.D. Xxxxxxx X. Xxxxxxxx, Ph.D.
Xxxxxxx X. Xxxxx, Ph.D. Xxxxx Xxxxxxxx-Xxxx, Ph.D.
6. TRAVEL
BioReliance agrees to reimburse Xx. Xxxxxxx for required travel and
living expenses incurred in the performance of the Agreement when such travel is
approved in advance by BioReliance's designated representative. Xx. Xxxxxxx may
travel business class, as authorized for other SAB members, when on SAB
business.
7. PROPRIETARY INFORMATION
- 3 -
4
In providing services to BioReliance, Xx. Xxxxxxx will have access to
proprietary knowledge of BioReliance's affairs, trade secrets, potential
customers and other proprietary information.
Xx. Xxxxxxx shall treat all such information as proprietary and confidential to
BioReliance in accordance with the Confidentiality Agreement dated December 2,
1997 between BioReliance and Xx. Xxxxxxx.
8. INDEPENDENT PARTIES
Nothing in this Agreement shall be construed as to create any
relationship between Xx. Xxxxxxx and BioReliance other than that of independent
contracting parties. Neither party shall have any right, power or authority to
assume, create of incur any expense, liability or obligation, expressed or
implied, on behalf of the other.
9. WAIVER
No waiver by either party of any breach of any provision hereof shall
constitute a waiver of any other breech of that or any other provision hereof.
10. SEVERABILITY
If any part, term or provision of the Agreement is determined to be
invalid or unenforceable, the remainder of this Agreement shall not be affected,
and this Agreement shall otherwise remain in full force and effect.
11. ARBITRATION
Any claim or controversy relating to or arising out of this Agreement
shall be resolved exclusively by arbitration, in accordance with the rules then
obtaining of the American Arbitration Association.
12. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding
between Xx. Xxxxxxx and BioReliance relating to the services to be performed
hereunder and supersedes all other communications between Xx. Xxxxxxx and
BioReliance relating to the subject matter hereof. Any amendments to or
modifications of this Agreement shall be effective only if reduced to writing
and executed by both Xx. Xxxxxxx and BioReliance.
13. HEADINGS
The subject matter headings used in the Agreement are solely for
convenience and are not to be taken as modifying, clarifying, describing or
limiting any provision hereof.
- 4 -
5
IN WITNESS THEREOF, Xx. Xxxxxxx and BioReliance have caused this
Agreement to be executed by their duly authorized representative as of the dates
set forth above.
BioReliance Corporation Xxxxxxx X. Xxxxxxx, Ph.D.
By By
------------------------------------------ ------------------------------------------
Name Capers X. XxXxxxxx Name Xxxxxxx X. Xxxxxxx, Ph.D.
------------------------------------------ ------------------------------------------
Title President and C.E.O Title
------------------------------------------ ------------------------------------------
Date Date
------------------------------------------ ------------------------------------------
- 5 -
